Current Report Filing (8-k)
March 04 2020 - 5:10PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 27, 2020
Cocrystal
Pharma, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-38418
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35-2528215
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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19805
N. Creek Parkway
Bothell,
WA
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98011
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (786) 459-1831
(Former
name or former address, if changed since last report.):
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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COCP
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The
Nasdaq Stock Market LLC
(The Nasdaq Capital Market)
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Item
1.01 Entry into a Material Definitive Agreement.
On
February 27, 2020, Cocrystal Pharma, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to
sell and issue, in a registered direct offering, 8,461,540 of the Company’s shares of common stock, par value $0.001 (the
“Common Stock”) at a purchase price per share of $1.30 for aggregate gross proceeds to the Company of approximately
$11.0 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company.
The Company closed the offering on February 28, 2020.
The
Purchase Agreement contains representations, warranties, indemnification and other provisions customary for transactions of this
nature.
The
Company also entered into a letter agreement (the “Engagement Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”),
pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company in connection with the offering.
The Company agreed to pay Wainwright a cash placement fee equal to 6.5% of the aggregate purchase price for the shares of Common
Stock sold in the offering, a management fee of 1.0% of the aggregate purchase price for the shares of Common Stock sold in the
offering, a non-accountable expense allowance of $25,000, $12,900 for the clearing expenses of the placement agent, and to reimburse
the placement agent for its legal fees and other accountable expenses in the amount of $50,000.
The
shares in the registered direct offering were issued pursuant to a prospectus supplement dated as of February 27, 2020 which was
filed with the SEC, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No.
333-220632), which became effective on October 10, 2017, and the base prospectus included therein. This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The
foregoing descriptions of the Purchase Agreement and the Engagement Agreement are not complete and are qualified in their entireties
by reference to the full text of such documents, copies of which are filed as exhibits to this Current Report on Form 8-K and
are incorporated by reference herein.
A
copy of the opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. relating to the validity of the shares of common stock
issued in the offering is attached as Exhibit 5.1 hereto.
Item
7.01. Regulation FD.
On
February 28, 2020, the Company issued a press release announcing the closing of the offering. A copy of the press release is furnished
as Exhibit 99.1 hereto.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
5.1
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Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A.
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10.1
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Form of Securities Purchase Agreement, dated February 27, 2020, by and between the Company and the Purchasers*
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10.2
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Engagement letter dated February 26, 2020 by and between the Company and H.C. Wainwright & Co., LLC
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23.1
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Consent of Nason Yeager Gerson Harris & Fumero, P.A. (included in Exhibit 5.1)
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99.1
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Press Release, dated February 28, 2020
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*
Exhibits and/or Schedules have been omitted. The Company hereby agrees to furnish to the Commission upon request any omitted information.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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COCRYSTAL
PHARMA INC.
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Date:
March 4, 2020
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/s/
James Martin
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James
Martin
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Chief
Financial Officer
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